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Rules 8.1 and 8.2 of Takeover Code (the "Code")

29th Jan 2018 17:22

RNS Number : 2538D
UBM PLC
29 January 2018
 

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1. KEY INFORMATION

 

(a) Full name of discloser:

UBM plc

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

UBM plc

(d) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

The latest practicable date prior to the disclosure

26 January 2018

(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

If it is a cash offer or possible cash offer, state "N/A"

YES - Informa PLC

 

2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

 

Class of relevant security:

 

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

N/A

-

N/A

-

(2) Cash-settled derivatives:

 

N/A

-

N/A

-

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

N/A

-

N/A

-

 

TOTAL:

N/A

-

N/A

-

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b) Rights to subscribe for new securities

 

Class of relevant security in relation to which subscription right exists:

N/A

 

Details, including nature of the rights concerned and relevant percentages:

N/A

 

 

 

3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

 

(A) Interests held by directors of UBM plc and their close relatives and related trusts (excluding options and awards set out below):

 

UBM plc Director

Number of relevant securities (all UBM plc shares unless otherwise indicated)

% of issued share capital*

Tim Cobbold(1)

135,520

0.03439%

Warren Finegold

20,000

0.00507%

Greg Lock

30,925

0.00785%

John McConnell

5,694

0.00144%

Mary McDowell

4,336

0.00110%

Terry Neill

46,991

0.01192%

Trynka Shineman

1,618

0.00041%

David Wei

623

0.00016%

Marina Wyatt(2)

29,833

0.00757%

 

Notes

(1) Interests are held by Carolyn Cobbold.

(2) Interests are held by David Thomas.

*Figures are rounded up to 5 decimal places.

 

(B) Interests held by directors under the UBM plc Long Term Incentive Plan:

 

UK Tax Qualifying Share Options

 

Tim Cobbold

 

2008 Sharesave Scheme

No. of ordinary shares under option

Date of grant

Exercise Period

Exercise price

6,914

9 April 2015

1 June 2020 to 30 November 2020

£4.3387

 

Marina Wyatt

 

2008 Sharesave Scheme

No. of ordinary shares under option

Date of grant

Exercise Period

Exercise price

3,810

7 April 2016

1 June 2019 to 30 November 2019

£4.72

 

 

 

UK Non Tax Qualifying Share Options

 

Tim Cobbold

 

Plan

No. of ordinary shares under option#

Date of grant

Exercise Period

Exercise price

Performance Share Plan

223,080

6 March 2015

6 March 2018 to 5 March 2025

N/A

Performance Share Plan

204,475

3 March 2016

3 March 2019 to 2 March 2026

N/A

Performance Share Plan

168,542

24 May 2017

24 May 2020 to 23 May 2027

N/A

Deferred Bonus Plan

25,810

6 March 2015

6 March 2018 to 5 March 2025

N/A

Deferred Bonus Plan

35,093

3 March 2016

3 March 2019 to 2 March 2026

N/A

Deferred Bonus Plan

29,210

10 March 2017

10 March 2020 to 9 March 2027

N/A

 

# Includes accrued dividend equivalent shares.

 

Marina Wyatt

 

Plan

No. of ordinary shares under option#

Date of grant

Exercise Period

Exercise price

Performance Share Plan

219,208

2 September 2015

2 September 2018 to 1 September 2025

N/A

Performance Share Plan

122,456

3 March 2016

3 March 2019 to 2 March 2026

N/A

Performance Share Plan

100,937

24 May 2017

24 May 2020 to 23 May 2027

N/A

Deferred Bonus Plan

6,473

3 March 2016

3 March 2019 to 2 March 2026

N/A

Deferred Bonus Plan

16,095

10 March 2017

10 March 2020 to 9 March 2027

N/A

 

# Includes accrued dividend equivalent shares.

 

(C) Interests held by directors under the UBM plc Share Incentive Plan:

 

Beneficial owner

No. of ordinary shares of 11.25p in UBM plc

Tim Cobbold

462

Marina Wyatt

434

 

(D) Interests held by connected advisers of UBM plc in UBM plc

 

Name of adviser

Interests held

J.P. Morgan Securities plc

By JPMorgan Chase Bank, N.A. as custodian149 (Equity Long)(other than Rule 8 exempt entities)

Credit Suisse International

None (other than Rule 8 exempt entities)

 

 

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4. OTHER INFORMATION

 

(a) Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

 

None.

 

 

(b) Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

 

None.

 

 

(c) Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

 

 

Date of disclosure:

29 January 2018

Contact name:

Mark Peters

Telephone number:

+44 207 921 5049

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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